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Exhibit 10.9
AMENDMENT NO. 2 TO EMPLOYMENT AGREEMENT
Amendment No. 2, dated January 31, 1997, as of December 31, 1996, to
Agreement, dated as of August 16, 1991 (as heretofore amended as of July 27,
1996) between SYRATECH CORPORATION, a Delaware corporation (the "Company") and
E. XXXXX XXXXXXXX (the "Executive").
The Executive is now, and at all times since prior to August 16, 1991 has
been, Vice President, Treasurer and Chief Financial Officer of the Company. On
August 16, 1991 the Company and the Executive entered into an Employment
Agreement (the "Agreement"), which made no provision for payment of a retirement
benefit to the Executive. Pursuant to Amendment No. 1, dated as of July 27, 1996
(the "Amendment") there was added to the Agreement a new Section 3.4 reading in
its entirety as follows:
3.4 Retirement Benefit. From and after the "Deemed Retirement Date"
(as hereinafter defined) and until the last day of the month during which
the Executive's death shall occur, the Executive shall be entitled to
receive from the Company, and the Company shall pay to the Executive, as a
fully vested benefit, an annual retirement benefit equal to the greater of
(a) $75,000 or (b) the product of (i) 1% of the average total annual
compensation (i.e., base salary plus bonus compensation) paid to the
Executive by the Company in the three years (as defined below) next
preceding the Deemed Retirement Date and (ii) the number of full years (a
"year" being defined as a period of 365 calendar days) during which the
Executive was a full-time employee of the Company or one or more
subsidiaries of the Company (whether or not such full-time employment
occurred before or after the date of this Agreement so long as such
full-time employment occurred after the date of incorporation of the
Company), calculated as of the Deemed Retirement Date; provided, however,
that such annual retirement benefit shall be offset (that is, diminished)
by the amount of any annual retirement benefit that the Executive shall be
or become entitled to receive (and shall actually receive) under any
Company-funded pension plan that may be adopted after the date of this
Agreement. The annual retirement benefit shall be payable in equal monthly
installments in arrears beginning with the last day of the month in which
the Deemed Retirement Date occurs. As used herein, the term "Deemed
Retirement Date" shall mean the first day of the month next following the
calendar month during which occurs the later of (x) the 65th anniversary
of the Executive's date of birth or (y) the last day of full-time
employment of the Executive by the Company, regardless of the
circumstances under which the Executive's full-time employment is
terminated.
In consideration of the execution by the Company and the Executive of that
certain Agreement, dated as of December 31, 1996, by and between the Company,
THL Transaction I Corp. and the Executive, and of other good and valuable
consideration each to the other in hand paid, the receipt and sufficiency of
which are hereby acknowledged, the parties hereto hereby agree as follows:
1. Section 3.4 of the Agreement, as heretofore added by the Amendment, is
hereby further amended by adding at the end thereof a new sentence reading in
its entirety as follows:
Notwithstanding the foregoing provisions of this Section 3.4 or any other
provision of this Agreement, the phrase and term "total annual
compensation" as used in this Section 3.4 or elsewhere in this Agreement
shall not include, or be deemed to include, any securities distributed or
payments made to the Executive pursuant to Sections 2 and/or 3 of that
certain Agreement, dated as of the 31st day of December 1996, by and
between the Company, THL Transaction I Corp., Xxxxxxx Xxxxxxxx and the
Executive, it being intended and agreed that the distributions of
securities and cash payments made and to be made pursuant thereto shall not
increase or otherwise affect the retirement benefit provided for in this
Section 3.4.
2. Confirmation of other Terms. In all other respects the provisions of the
Agreement, as heretofore amended, are ratified, confirmed and approved, except
that the parties acknowledge that, as contemplated by the second sentence of
Section 3.1 of the Agreement, effective as of January 1, 1996, the Executive's
base salary was increased by the Company to Three Hundred Twenty-Five Thousand
Dollars ($325,000.00) per annum.
IN WITNESS WHEREOF, the parties have duly executed this Amendment to the
Agreement as of the day and year first above written.
SYRATECH CORPORATION
By /s/ Xxxxxxx Xxxxxxxx
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President
/s/ E. Xxxxx Xxxxxxxx
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E. Xxxxx Xxxxxxxx
